In Furtherance of Subordination. The Subordinated Creditor agrees as follows: (a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower, (i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and (ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors. (b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors. (c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 4 contracts
Samples: Credit Agreement (Mirant Corp), Credit Agreement (Mirant Americas Generating LLC), Credit Agreement (Mirant Americas Generating LLC)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Administrative Lender for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements Agreement.
(b) The Subordinated Creditor hereby waives and the Senior Debt Documents. Any portion of a payment or distribution received by a agrees not to assert against Administrative Lender or Senior any Lender any rights which a guarantor or surety with respect to any indebtedness of the Company or any obligor could exercise. The Subordinated Creditor shall not assert, enforce, or otherwise exercise (a) any right of subrogation to any of the rights or by Liens of Administrative Lender or any Lender or any other Person against the Agent Company or a Representative) which is in excess any of its pro rata portion of such payment Subsidiaries or distribution shall be held in trust by such Lender any other obligor on all or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount any part of the Obligations then owed or any collateral or other security, or (b) any right of recourse, reimbursement, contribution, indemnification, or similar right against the Company or any of its Subsidiaries or any other obligor on all or any part of the Obligations or any collateral or any security, and the Subordinated Creditor hereby waives any and all of the foregoing rights and the benefit of, and any right to participate in, any collateral or other security given to Administrative Lender or any Lender or any other Person to secure payment of the Obligations, however any such Rights arise, whether hereunder or any other Loan Paper or by operation of Law until after the Borrower to each of such Lenders and Senior CreditorsCredit Agreement Termination Date has occurred.
(c) Xxxxxx Commercial Paper Inc.The Subordinated Creditor hereby irrevocably appoints Administrative Lender, as Agent for the LendersSubordinated Creditor's attorney-in-fact, with full authority in the place and stead of the Senior Creditors Subordinated Creditor and in the name of the Subordinated Creditor or their Representatives are otherwise to, after the occurrence of a Default or Event of Default and during the continuance thereof, (a) file any claims, proofs of claim, or other instruments of similar character necessary to enforce the obligations of the Company and its Subsidiaries with respect to the Subordinated Debt and (b) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. Such power of attorney is coupled with an interest and is irrevocable prior to final indefeasible payment in full of the Obligations.
(d) The Administrative Lender is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower Company shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(e) No assets or Properties of the Company or its Subsidiaries shall secure the Subordinated Debt, except to the extent of Liens which are assigned to the Administrative Lender on behalf of the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Franchise Finance Corp of America), Subordination Agreement (Franchise Finance Corp of America), Subordination Agreement (Franchise Finance Corp of America)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements Agreement.
(b) The Subordinated Creditor hereby waives and agrees not to assert against Administrative Agent or any Lender any rights which a guarantor or surety with respect to any indebtedness of the Senior Debt DocumentsCompany or any obligor could exercise. Any portion The Subordinated Creditor shall not assert, enforce, or otherwise exercise (a) any right of a payment subrogation to any of the rights or distribution received by a Liens of Administrative Agent or any Lender or Senior Creditor (any other Person against the Company or by the Agent or a Representative) which is in excess any of its pro rata portion of such payment Subsidiaries or distribution shall be held in trust by such Lender any other obligor on all or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount any part of the Obligations then owed or any collateral or other security, or (b) any right of recourse, reimbursement, contribution, indemnification, or similar right against the Company or any of its Subsidiaries or any other obligor on all or any part of the Obligations or any collateral or any security, and the Subordinated Creditor hereby waives any and all of the foregoing rights and the benefit of, and any right to participate in, any collateral or other security given to Administrative Agent or any Lender or any other Person to secure payment of the Obligations, however any such Rights arise, whether hereunder or any other Loan Paper or by operation of Law until after the Borrower to each of such Lenders and Senior CreditorsCredit Agreement Termination Date has occurred.
(c) Xxxxxx Commercial Paper Inc.The Subordinated Creditor hereby irrevocably appoints Administrative Agent, as the Subordinated Creditor's attorney-in-fact, with full authority in the place and stead of the Subordinated Creditor and in the name of the Subordinated Creditor or otherwise to, after the occurrence of a Default or Event of Default and during the continuance thereof, (a) file any claims, proofs of claim, or other instruments of similar character necessary to enforce the obligations of the Company and its Subsidiaries with respect to the Subordinated Debt and (b) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. Such power of attorney is coupled with an interest and is irrevocable prior to final indefeasible payment in full of the Obligations.
(d) The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower Company shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(e) No assets or Properties of the Company or its Subsidiaries shall secure the Subordinated Debt, except to the extent of Liens which are assigned to the Administrative Agent on behalf of the Lenders.
Appears in 3 contracts
Samples: Subordination Agreement (Franchise Finance Corp of America), Subordination Agreement (Franchise Finance Corp of America), Subordination Agreement (Franchise Finance Corp of America)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agent and of the Lenders, the Representatives and the Senior Creditors other Secured Parties hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders Agent and of the Senior Creditors other Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agent such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders Agent and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsother Secured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, for the account of the Lenders, Agent and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, other Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness, as applicable in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 3 contracts
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors hereunderSecured Parties; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 3 contracts
Samples: Credit Agreement (Tribune Media Co), Term Loan Credit Agreement (Tribune Publishing Co), Abl Credit Agreement (Tribune Publishing Co)
In Furtherance of Subordination. The Subordinated Creditor agrees Holders agree as follows:
(a) If any bankruptcy, reorganization, insolvency, receivership or similar proceeding referred relating to in Section 3(a) above the Company or its property is commenced by or against the Borrower,
commenced, (i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors, acting directly or through one or more Representatives, Indebtedness are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor each Holder or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred with respect to in Section 3(a) to which they are entitled thereunder the TRA Rights and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, including voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors TRA Rights or enforcing any security interest or other lien securing payment of the Affiliate Subordinated DebtTRA Rights) as it they may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives any such Holder of Senior Indebtedness; and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor each Holder shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors or their Representatives Indebtedness may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt TRA Rights for the account of the Lenders and the holders of Senior Creditors Indebtedness and to file appropriate claims or proofs of or claim in respect of the Subordinated DebtTRA Rights, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the holders of Senior Indebtedness such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the holders of Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Indebtedness may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors or their Representatives Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated DebtTRA Rights, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsTRA Rights.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt TRA Rights which are received by the Subordinated Creditor any Holder contrary to the provisions of this Agreement ARTICLE IX shall be received in trust for the benefit of the Lenders and the holders of Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsIndebtedness, shall be segregated from other funds and property held by the Subordinated Creditor such Holder and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account holders of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsIndebtedness.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the The holders of Senior Creditors or their Representatives Indebtedness are hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to itof this ARTICLE IX, at any time when the Subordinated Creditor any Holder shall have failed to comply with any of the provisions of this Agreement ARTICLE IX applicable to it. Each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(d) In any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, to the extent permitted by applicable law, the holders of Senior Indebtedness shall have the exclusive right to exercise any voting rights in respect of the claims of any Holder against the Company with respect to the TRA Rights.
(e) If, at any time, all or part of any payment with respect to any of the Senior Indebtedness theretofore made (whether by the Company or any other Person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned by any of the holders of Senior Indebtedness for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Company or such other Persons), the subordination provisions set forth in this ARTICLE IX shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(f) None of the Holders shall object to any claim or motion for relief from the automatic stay filed by any holder of Senior Indebtedness or to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations, debtor-in-possession financing arrangement, credit bid, sale or similar stipulations or agreement executed by (or consented to by) the holders of Senior Indebtedness in any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Vistra Energy Corp), Tax Receivable Agreement (Vistra Energy Corp), Tax Receivable Agreement (Energy Future Competitive Holdings Co LLC)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) Upon any distribution of all or any of the assets of any Subordinated Debtor or any Subordinated Creditor in the event of any Insolvency or Liquidation Proceeding of such Subordinated Debtor or such Subordinated Creditor, then, and in any such event, the Lender shall be entitled to the Discharge of Obligations (whether or not the Obligations have been declared due and payable prior to the date on which the Obligations would otherwise have become due and payable) before such Subordinated Creditor or anyone claiming through or on its behalf (including any receiver, trustee, or otherwise) is entitled to receive any payment on account of principal of (or premium, if any) or interest on or other amounts payable in respect of the Intercompany Subordinated Debt, and to that end any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Intercompany Subordinated Debt in any such case, proceeding, dissolution, liquidation or other winding up or event, shall be paid or delivered directly to the Lenders for the application to the Obligations until the Discharge of Obligations. Prior to any dissolution of any Subordinated Creditor pursuant to a transaction permitted by the Credit Agreement, each Subordinated Creditor and each Subordinated Debtor shall cause the subsequent holder (to the extent such subsequent holder is not a Credit Party) of the Intercompany Subordinated Debt to subordinate the Intercompany Subordinated Debt to the Obligations on substantially the same terms and conditions set forth in this Agreement or otherwise on terms and conditions reasonably satisfactory to the Requisite Lenders.
(b) If any proceeding Insolvency or Liquidation Proceeding referred to in Section 3(a) above is commenced by or against any Subordinated Debtor or any Subordinated Creditor during the Borrowercontinuance of such Insolvency or Liquidation Proceeding,
(i) Xxxxxx Commercial Paper Inc., as Agent for Each of the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Lenders is hereby irrevocably authorized and empowered (in their its own names name or in the name of the such Subordinated Debtor, such Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder respect of the Intercompany Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Intercompany Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Intercompany Subordinated Debt) as it such Lender may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the AgentLenders hereunder; provided that, in the event that any Lender takes such action, the LendersLenders shall apply all proceeds first, to the Representatives payment of the actual reasonable costs of enforcement of this Agreement, and second, to the Senior Creditors hereunderObligations in accordance with the terms of the Credit Documents; and
(ii) the such Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Requisite Lenders may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Intercompany Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Intercompany Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Lenders such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Requisite Lenders may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives them to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Intercompany Subordinated Debt, Debt and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Intercompany Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(bc) All payments or distributions of assets of any Subordinated Debtor, whether in cash, property or securities upon or with respect to the Affiliate Intercompany Subordinated Debt which are received by the applicable Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in to the case of cash) toObligations, whether matured or held as collateral (in the case of non-cash property or securities) forunmatured, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditorsthis Agreement.
(cd) Xxxxxx Commercial Paper Inc., as Agent for Each of the Lenders, and the Senior Creditors or their Representatives are Lenders is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower Subordinated Debtors or the Subordinated Creditors shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor Creditors or any one of them shall have failed to comply with any of the provisions of this Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense (other than the defense of a Discharge of Obligations) based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 2 contracts
Samples: Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.), Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.)
In Furtherance of Subordination. The Subordinated Creditor Each Lender agrees as follows:
(ai) If any proceeding referred to in Section 3(a3(b)(i) above is commenced by or against the Borrower,:
(i1) Xxxxxx Commercial Paper Inc., as the Term Loan Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor each Term Loan Lender, or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a3(b)(i) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Term Loan Agent or the Lenders, the Representatives and the Senior Creditors Term Loan Lenders hereunder; and
(ii2) the Subordinated Creditor each Lender shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the relevant Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Term Loan Agent such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Term Loan Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(bii) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor any Lender contrary to the provisions of this Agreement Note shall be received in trust for the benefit of the Lenders and lenders under the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsTerm Loan Agreement, shall be segregated from other funds and property held by the Subordinated Creditor such Lender and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Term Loan Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Term Loan Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsTerm Loan Agreement.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 2 contracts
Samples: Credit Agreement (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Applicable Representative is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Applicable Representative or the Lenders, the Representatives and the Senior Creditors hereunderSecured Parties; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Applicable Representative may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Applicable Representative such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Applicable Representative may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Applicable Representative to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) In the event of any Insolvency Proceeding, each Subordinated Creditor may (unless otherwise directed by the Applicable Representative), exercise any right it may otherwise have to:
(i) accelerate any of the Subordinated Debt, or
(ii) declare them prematurely due and payable or payable on demand;
(iii) exercise any right of set-off or take or receive any payment in respect of any Subordinated Debt; or
(iv) claim and prove in such proceeding for the Subordinated Debt owing to it.
(c) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Applicable Representative for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditorsany Other Intercreditor Agreement.
(cd) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are The Applicable Representative is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Collateral Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may reasonably deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Collateral Agent or the Lenders, the Representatives and the Senior Creditors hereunderSecured Parties; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Collateral Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Collateral Agent such powers of attorney, assignments, or other instruments as the Collateral Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Collateral Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Collateral Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 2 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors or their the Representatives may request (A) to permit Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors or their the Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors or their the Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.
(c) Xxxxxx Commercial Paper Inc.Credit Suisse First Boston, as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Mirant Corp), Credit Agreement (Mirant Corp)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agent and/or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders Agent and of the Senior Creditors other Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agent such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders Agent and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsother Secured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, for the account of the Lenders, Agent and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, other Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness in accordance with the terms of the applicable Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any applicable Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 2 contracts
Samples: Credit Agreement (International Seaways, Inc.), Credit Agreement (Overseas Shipholding Group Inc)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors hereunderother Secured Parties; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received and thereafter held in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from all other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral Collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(d) In any case commenced by or against Holdings or any Subsidiary of Holdings pursuant to any Debtor Relief Law or any similar federal, foreign, state or local statute (a “Reorganization Proceeding”), to the extent not prohibited by applicable law, the Administrative Agent shall have the exclusive right to exercise any voting rights in respect of the claims of such Subordinated Creditor against Holdings or any Subsidiary of Holdings. Each Subordinated Creditor hereby agrees that it may not take any actions in any Reorganization Proceeding that are prohibited by the provisions of this Intercompany Subordination Agreement. Each Subordinated Creditor hereby agrees that this Intercompany Subordination Agreement constitutes a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Law.
(e) If, at any time, all or part of any payment with respect to Obligations theretofore made (whether by Holdings, the Borrower, any other Loan Party or any other Person or enforcement of any right of setoff or otherwise) is rescinded, avoided or must otherwise be returned by the holders of Obligations for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Holdings, the Borrower, any other Loan Party or such other Persons or as the result of any avoidance or other actions commenced therein), the provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(f) Each Subordinated Creditor shall not object to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations or similar stipulations executed by the Secured Parties in any Reorganization Proceeding or any other proceeding under any Debtor Relief Law.
Appears in 2 contracts
Samples: Intercompany Subordination Agreement (ZoomInfo Technologies Inc.), Intercompany Subordination Agreement (ZoomInfo Technologies Inc.)
In Furtherance of Subordination. The (a) Upon any distribution of all or any of the assets of the Borrower to creditors of the Borrower upon the dissolution, winding up, liquidation, arrangement or reorganization of the Borrower, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower or otherwise, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Creditor agrees Debt will be paid or delivered directly to the Collateral Agent for application (in the case of cash) to or as follows:collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Obligations until the Senior Obligations have been paid in full (other than the surviving obligations) before any payment is made on account of the Subordinated Debt.
(ab) If any proceeding referred to in Section 3(a6(a) above is commenced by or against the Borrower,
: (i) Xxxxxx Commercial Paper Inc.subject to Section 6(c), as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name each of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall will duly and promptly take such reasonable action actions as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the any Senior Creditors or their Representatives Creditor may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account respective accounts of the Lenders and the Senior Creditors and to file and prove appropriate claims or proofs of claim in respect of the Subordinated Debt, ; (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors such powers of attorney, assignments or their Representatives such documents other instruments as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives any of them may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives them to enforce any and all claims with respect to, and any security interests and other liens securing payment of, to the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments ; and distributions shall be distributed pro rata according to (ii) each Senior Creditor is irrevocably authorized and empowered (in its own name or in the principal amount name of the Obligations then owed by Subordinated Creditors or otherwise), but has no obligation, to demand, sue for, collect and receive every payment or distribution referred to in Section 6(a) and give acquittance therefor and to file claims and proofs of claim and take such other action as it may deem reasonably necessary or advisable for the Borrower to each exercise or enforcement of any of the Lenders and rights or interests of such Senior Creditor under this Agreement. Notwithstanding the foregoing, the Senior CreditorsCreditors shall file claims in respect of the Subordinated Debt on behalf of the Subordinated Creditors only if the Subordinated Creditors do not do so prior to twenty days before the expiration of the time to file claims in such proceedings.
(bc) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by any of the Subordinated Creditor Creditors contrary to the provisions of this Agreement shall be (whether Subordinated Creditor knows at the time such payments or distributions are contrary to the terms of this Agreement) are received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall will be segregated from other funds and property held by the Subordinated Creditor Creditors and shall will be forthwith immediately paid over to Xxxxxx Commercial Paper Inc., as Agent for the LendersCollateral Agent, for the account benefit of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, to or held as collateral (in the case of non-cash noncash property or securities) for, for the payment or prepayment of the Senior Obligations in accordance with the terms of the Credit Agreements Note Issuance Agreement and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender immediately paid over or Senior Creditor (or delivered to the Collateral Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or in the same form as received, with any necessary endorsements) until the full repayment of the Senior Obligations (other than the surviving obligations); provided, that, any excess amounts turned over to the Collateral Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according pursuant to the principal amount of foregoing shall be returned to the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsSubordinated Creditor.
(cd) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Each Senior Creditors or their Representatives are hereby Creditor is authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have has complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it, at any time when any Subordinated Creditor has failed to comply with any provision of this Agreement applicable to the Subordinated Creditors.
(e) Each of the Subordinated Creditors consents and agrees that none of the Senior Creditors is under any obligation to marshal any collateral or any other assets of the Borrower or any other Person in favor of either of the Subordinated Creditors or otherwise in connection with obtaining payment of any or all of the Senior Obligations from any Person or source and hereby waives any right that it may now or in the future have to the fullest extent permitted by applicable law to any such marshalling of assets or similar relief.
Appears in 2 contracts
Samples: Note Issuance Agreement (Appgate, Inc.), Note Issuance Agreement (Appgate, Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as each Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agents or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agents such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Agents to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Agents for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations or the Senior Obligations, as applicable in accordance with the terms of the applicable Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Each Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If Upon any proceeding referred to distribution of all or any of the assets of Debtor (other than assets constituting Common Stock) (whether in Section 3(aconnection with the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of Debtor or its debts or whether in any bankruptcy, insolvency, rearrangement, reorganization, receivership, relief or similar proceedings or whether upon an assignment for the benefit of creditors or otherwise) above is commenced by or against the Borrower,following provisions shall apply:
(i) Xxxxxx Commercial Paper Inc.Lender or the holder of all Senior Indebtedness shall first be entitled to receive payment in full of the principal thereof, as Agent premium, if any, and interest (including post-petition interest) due thereon before Subordinated Creditor or the holder of the Subordinated Debt is entitled to receive any payment on account of the principal of or interest on or any other amount owing in respect of the Subordinated Debt;
(ii) any payment, dividend or distribution of assets of Debtor of any kind or character, whether in cash, property or securities to which Subordinated Creditor or the holder of the Subordinated Debt would be entitled except for the Lendersprovisions of this Agreement, and shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to Lender or the holder of Senior Indebtedness, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid;
(iii) in any such proceeding, Lender or the holder of the Senior Creditors, acting directly or through one or more Representatives, are Indebtedness is hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(aclauses (i) to which they are entitled thereunder and give (ii) of subsection (a) above and given acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender or the Agent, the Lenders, the Representatives and the holder of Senior Creditors Indebtedness hereunder; and;
(iiiv) the in any proceeding, Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for to the Lendersextent, and only to the Senior Creditors or their Representatives extent as Lender may request expressly request:
(A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of Lender or the Lenders and the holder of Senior Creditors Indebtedness and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, ;
(B) to execute and deliver to Xxxxxx Commercial Paper Inc.Lender such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives it may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and ; and
(C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt; and
(v) in any such proceeding, which payments Subordinated Creditor shall not have any right to setoff against the Subordinated Debt any indebtedness owed by Subordinated Creditor to Debtor (including, without limitation, any right of setoff under Section 553 of the Bankruptcy Code), and distributions shall be distributed pro rata according Subordinated Creditor hereby irrevocably agrees, to the principal fullest extent permitted by law, that it will not exercise (and herein waives) any right of setoff. If the foregoing waivers are adjudicated unenforceable by a court of competent jurisdiction, then Subordinated Creditor agrees that, in the event that it exercises any right of setoff in any such proceeding, Subordinated Creditor will pay directly to Lender or the holder of the Senior Indebtedness remaining unpaid or unprovided for, an amount equal to the amount of the Obligations then owed by the Borrower Subordinated Debt which was so setoff, for application to each of the Lenders and the such Senior Creditors.Indebtedness until all such Senior Indebtedness shall have been paid in full;
(b) All payments or distributions upon or with respect to in the Affiliate Subordinated Debt which are received by event that, notwithstanding the Subordinated Creditor contrary to the foregoing provisions of this Agreement Section 3, any payment or distribution of assets of Debtor of any kind or character, whether in cash, property or securities, shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the on account of the Lenders, and to the principal or interest on Subordinated Debt before all Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness is paid in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) tofull, or held as collateral (in the case of non-cash property or securities) foreffective provision shall have been made for its payment, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be received and held in trust by such for and shall be paid over to Lender or Senior Creditor (or Agent or Representative) for the benefit holder of the other Lenders and Senior Creditors to be paid promptly Indebtedness remaining unpaid or unprovided for, for application to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf payment of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of Indebtedness until all such Lenders and Senior Creditors.Indebtedness shall have been paid in full; and
(c) Xxxxxx Commercial Paper Inc., as Agent for Lender or the Lenders, and holder of the Senior Creditors or their Representatives are Indebtedness is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower Debtor shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 2 contracts
Samples: Subordination Agreement (Tidel Technologies Inc), Subordination Agreement (Tidel Technologies Inc)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Amended and Restated Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Amended and Restated Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Amended and Restated Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrower,any Obligor:
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors hereunderSecured Parties; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor from or on behalf of any Obligor contrary to the provisions of this Intercompany Subordination Agreement shall be received and thereafter held in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(d) If, at any time, all or part of any payment with respect to Senior Obligations theretofore made (whether by Parent, the Borrower, any other Loan Party or any other Person or enforcement of any right of setoff or otherwise) is rescinded, avoided or must otherwise be returned by the holders of Senior Obligations for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Parent, the Borrower, any other Loan Party or such other Persons or as the result of any avoidance or other actions commenced therein), the provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(e) Each Subordinated Creditor agrees that it shall not object to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations or similar stipulations executed by the Administrative Agent or any other Secured Party in any proceeding by or against Parent, the Borrower or any other Loan Party pursuant to any Debtor Relief Law or any similar federal, foreign, state or local statute.
Appears in 1 contract
Samples: Credit Agreement (Keyw Holding Corp)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrowerany Note Party,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Trustee is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Trustee or the Lenders, the Representatives and the other Senior Creditors hereunderCreditors; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Trustee may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Trustee such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Trustee may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Trustee to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions of any kind or character (whether in cash, property or securities, or whether pursuant to a plan of reorganization or other dispositive restructuring plan, or otherwise) upon or with respect to the Affiliate Subordinated Debt which are received by the any Subordinated Creditor contrary to the provisions of this Subordination Agreement shall be received and thereafter held in trust for the benefit of the Lenders Trustee and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the other Senior Creditors, shall be segregated from all other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Trustee for the account of the Lenders, Trustee and to the other Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral in trust (in the case of non-cash property or securities) for, the payment or prepayment of the Senior Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsIndenture.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are The Trustee is hereby authorized to seek demand specific performance of this AgreementSubordination Agreement (without posting a bond or other security), whether or not the Borrower any Note Party shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor or Note Party shall have failed to comply with any of the provisions of this Subordination Agreement applicable to it. Each Subordinated Creditor and Note Party hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(d) In any Insolvency or Liquidation Proceeding commenced by or against the Issuer or any Subsidiary of the Issuer pursuant to any Debtor Relief Law or any similar federal, foreign, state or local statute, until the Discharge of Obligations, the Trustee shall have the exclusive right to direct and/or exercise any voting rights in respect of the claims of such Subordinated Creditor against the Issuer or any Subsidiary of the Issuer. The Subordinated Creditors acknowledge that the provisions of this Subordination Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code or any similar provision under applicable Debtor Relief Law. Each Subordinated Creditor further agrees that they will not take any actions in any Insolvency or Liquidation Proceeding that are inconsistent with the provisions of this Subordination Agreement. Specifically, no Subordinated Creditor may propose, vote to accept, or otherwise directly or indirectly support any proposed plan of reorganization or similar dispositive restructuring plan that is inconsistent with the provisions of this Subordination Agreement. In addition, no Subordinated Creditor may object in any Insolvency or Liquidation Proceeding to the allowability of any Senior Obligations or any liens securing same, as applicable.
(e) If, at any time, all or part of any payment with respect to Senior Obligations theretofore made (whether by the Issuer, any other Note Party or any other Person or enforcement of any right of setoff or otherwise) is rescinded, avoided or must otherwise be returned or disgorged by the holders of Senior Obligations for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Issuer, any other Note Party or such other Persons or as the result of any avoidance or other actions commenced therein), the provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(f) None of the Subordinated Creditors shall object to any claim or motion for relief from the automatic stay filed by any Senior Creditor or to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations, debtor-in-possession financing arrangements, election under Section 1111(b) of the Bankruptcy Code with respect to any collateral, credit bid, sale or similar stipulations or agreement executed (or consented to) by the Senior Creditors in any Insolvency or Liquidation Proceeding or any other proceeding under any Debtor Relief Law.
(g) Prior to the Discharge of Obligations, none of the Subordinated Creditors shall be entitled to take any Enforcement Action in respect of the Subordinated Debt owed to it other than a Permitted Enforcement Action.
Appears in 1 contract
Samples: Subordination Agreement (Clear Channel Outdoor Holdings, Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors Banks hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Banks and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsBanks, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Banks in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Xxxxx is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests interest of the Agent, the Lenders, the Representatives and the Senior Creditors Xxxxx hereunder; and
(ii) the The Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Xxxxx may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Xxxxx and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, ; (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Xxxxx such powers of. attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Xxxxx may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Xxxxx to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, ; and (C) to collect and receive any and all payments or distributions which that may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which that are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsXxxxx, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Xxxxx in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash noncash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsLoan Agreement.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek Xxxxx may demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Subordination Agreement (Nuvim Inc)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwiseCreditor), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien Lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and holders of the Senior Creditors Indebtedness and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens Liens securing payment of, the Subordinated Debt, Debt and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and holders of the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsIndebtedness, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to holders of the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness, as applicable in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor that is a Loan Party shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution dxxxribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action actions as Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders and the Senior Creditors or the Representatives may request (A) to permit Citibank, as Agent of the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc.Citibank, as Agents for the Lenders and the Senior Creditors or the Representatives may reasonably request in order to enable Citibank, as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests interest and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements Agreement and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.
(c) Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
Samples: Credit Agreement (Southern Power Co)
In Furtherance of Subordination. The Subordinated Creditor agrees Creditors hereby agree as follows:
a. Upon any distribution of all or any of the assets of the Borrower to creditors of the Borrower, in connection with any bankruptcy, reorganization, insolvency or other similar proceeding (aa "Proceeding"), any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be paid or delivered directly to the Agent in such capacity.
b. If any proceeding referred to in Section 3(a) above Proceeding is commenced by or against the Borrower,:
(i) Xxxxxx Commercial Paper Inc., as i. The Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise)empowered, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder subsection 3.a. above and give acquittance therefor and to file claims and proofs of claim and take such other action actions (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the its rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the . The Subordinated Creditor Creditors shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Agent and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agent on behalf of the Lenders such powers of attorney, assignment, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives it may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, to the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) c. All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the any Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount Agent, on behalf of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, to or held as collateral (in the case of non-cash property or securities) for, for the payment or prepayment of the Obligations Senior Debt in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditorsterms.
(c) Xxxxxx Commercial Paper Inc., as d. The Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
e. The Agent acknowledges that the exercise of the rights provided in this Section may at some times be subject to the provisions of the Intercreditor Agreement (as such term is defined in the Loan Agreement).
Appears in 1 contract
In Furtherance of Subordination. The (a) [If there is a trustee in respect of the Subordinated Creditor agrees Debt:] [Each holder of any Subordinated Debt by his acceptance thereof authorizes and directs the trustee hereunder on his behalf to take such action as follows:may be necessary or appropriate to effectuate, as between the holders of the Notes and the holders of Subordinated Debt, the subordination as provided in this Article ___ and appoints the trustee his attorney in fact for any and all such purposes.]
(ab) If any proceeding referred to in Section 3(a___(a) [Events of Subordination] above is commenced by or against the Borrower[Issuer],
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and holders of the Senior Creditors, acting directly or through one or more Representatives, Notes are hereby irrevocably authorized and empowered (in their own names name or in the name of the holders of the Subordinated Creditor Debt or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution referred to in Section 3(a___
(a) to which they are entitled thereunder [Events of Subordination] and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting if any holder of the Affiliate Subordinated Debt pro rata according fails to file a proof of claim in the principal amount form required in such proceeding prior to 30 days before the expiration of the Obligations then owed by the Borrower time to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) file such proof as it they may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, holders of the Lenders, the Representatives and the Senior Creditors Notes hereunder; and
(ii) the holders of the Subordinated Creditor Debt and any trustee therefor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., the Required Holders (as Agent for defined under the Lenders, and the Senior Creditors or their Representatives Note Purchase Agreement) may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and holders of the Senior Creditors Notes and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, Debt as permitted by clause (i) above and (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(bc) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the any trustee for, or any holder of, any Subordinated Creditor Debt contrary to the provisions of this Agreement Article shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount holders of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsNotes, shall be segregated from other funds and property held by the such trustee or such holder of Subordinated Creditor Debt and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account holders of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Notes in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-non cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsNote Purchase Agreement.
(cd) Xxxxxx Commercial Paper Inc., as Agent for The holders of the Lenders, and the Senior Creditors or their Representatives Notes are hereby authorized to seek demand specific performance of the provisions of this AgreementArticle, whether or not the Borrower [Issuer] shall have complied with any of the provisions hereof applicable to it, at any time when the any holder of or trustee for Subordinated Creditor Debt shall have failed to comply with any of the provisions of this Agreement Article applicable to it. The holders of the Subordinated Debt and any such trustee hereby irrevocably waive any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Note Purchase Agreement (HLTH Corp)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Credit Party,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent and of the Lenders, the Representatives and the Senior Creditors other Guaranteed Parties hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders Administrative Agent and of the Senior Creditors other Guaranteed Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Agreement these intercompany subordination provisions shall be received in trust for the benefit of the Lenders Administrative Agent and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsother Guaranteed Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders Administrative Agent and the Senior Creditors, other Guaranteed Parties in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Obligations, as applicable in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor agrees Creditors hereby ------------------------------- agree as follows:
a. Upon any distribution of all or any of the assets of the Borrower to creditors of the Borrower, in connection with any bankruptcy, reorganization, insolvency or other similar proceeding (aa "Proceeding"), any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be paid or delivered directly to the Administrative Agent in such capacity.
b. If any proceeding referred to in Section 3(a) above Proceeding is commenced by or against the Borrower,:
(i) Xxxxxx Commercial Paper Inc., as i. The Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise)empowered, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder subsection 3.1 above and give acquittance therefor and to file claims and proofs of claim and take such other action actions (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the its rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the . The Subordinated Creditor Creditors shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Administrative Agent and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent on behalf of the Lenders such powers of attorney, assignment, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives it may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) c. All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the any Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount Administrative Agent on behalf of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, to or held as collateral (in the case of non-cash property or securities) for, for the payment or prepayment of the Obligations Senior Debt in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditorsterms.
(c) Xxxxxx Commercial Paper Inc., as d. The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Subordination Agreement (Hudson Respiratory Care Inc)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent and of the Lenders, the Representatives and the Senior Creditors other Secured Parties hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as any Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders Administrative Agent and of the Senior Creditors other Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders Administrative Agent and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsother Secured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, Administrative Agent and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, other Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Obligations, as applicable in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit Agreement (SoulCycle Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as each Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agents or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agents such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Agents to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Agents for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations or the Senior Obligations, as applicable in accordance with the terms of the applicable Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Each Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
In Furtherance of Subordination. The (a) Upon any distribution of all or any of the assets of the Borrower to creditors of the Borrower upon the dissolution, winding up, liquidation, arrangement or reorganization of the Borrower, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Borrower or otherwise, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Creditor agrees Debt will be paid or delivered directly to the Senior Creditors for application (in the case of cash) to or as follows:collateral (in the case of noncash property or securities) for the payment or prepayment of the Senior Obligations until the Senior Obligations have been paid in full (other than the surviving obligations) before any payment is made on account of the Subordinated Debt.
(ab) If any proceeding referred to in Section 3(a6(a) above is commenced by or against the Borrower,:
(i) Xxxxxx Commercial Paper Inc.subject to Section 6(c), as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name each of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall will duly and promptly take such reasonable action actions as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account respective accounts of the Lenders and the Senior Creditors and to file and prove appropriate claims or proofs of claim in respect of the Subordinated Debt, ; (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors such powers of attorney, assignments or their Representatives such documents other instruments as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives it may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, to the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments ; and
(ii) each Senior Creditor is irrevocably authorized and distributions shall be distributed pro rata according to empowered (in its own name or in the principal amount name of the Obligations then owed by Subordinated Creditors or otherwise), but has no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 6(a) and give acquittance therefor and to file claims and proofs of claim and take such other action as it may deem reasonably necessary or advisable for the Borrower to each exercise or enforcement of any of the Lenders and rights or interests of such Senior Creditor under this Agreement. Notwithstanding the foregoing, the Senior CreditorsCreditors shall file claims in respect of the Subordinated Debt on behalf of the Subordinated Creditors only if the Subordinated Creditors do not do so prior to twenty days before the expiration of the time to file claims in such proceedings.
(bc) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by any of the Subordinated Creditor Creditors contrary to the provisions of this Agreement shall be (whether Subordinated Creditor knows at the time such payments or distributions are contrary to the terms of this Agreement) are received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall will be segregated from other funds and property held by the Subordinated Creditor Creditors and shall will be forthwith immediately paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, to or held as collateral (in the case of non-cash noncash property or securities) for, for the payment or prepayment of the Senior Obligations in accordance with the terms of the Credit Agreements Note Issuance Agreement and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender immediately paid over or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly delivered to the other Lenders and Senior Creditors (or in the same form as received, with any necessary endorsements) until the full repayment of the Senior Obligations (other than the surviving obligations); provided, that, any excess amounts turned over to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according Creditors pursuant to the principal amount of foregoing shall be returned to the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsSubordinated Creditor.
(cd) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Each Senior Creditors or their Representatives are hereby Creditor is authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have has complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it, at any time when any Subordinated Creditor has failed to comply with any provision of this Agreement applicable to the Subordinated Creditors.
(e) Each of the Subordinated Creditors consents and agrees that none of the Representative or any Senior Creditor is under any obligation to marshal any collateral or any other assets of the Borrower or any other Person in favor of either of the Subordinated Creditors or otherwise in connection with obtaining payment of any or all of the Senior Obligations from any Person or source and hereby waives any right that it may now or in the future have to the fullest extent permitted by applicable law to any such marshalling of assets or similar relief.
Appears in 1 contract
Samples: Note Purchase Agreement and Note Issuance Agreement (Appgate, Inc.)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrower,
any Obligor under any applicable Debtor Relief Law, (i) Xxxxxx Commercial Paper Inc., as Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and and, if not filed by such Subordinated Creditor within five (5) Business Days prior to the bar date, to file claims and proofs of claim and take such other action (including, without limitation, voting in respect of the Affiliate Subordinated Debt pro rata according owing to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate such Subordinated Debt) Creditor as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.J-2 5347555.8
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders and holders of the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsIndebtedness, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account ratable benefit of the Lenders, and to holders of the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash non−cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as The Administrative Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. To the maximum extent permitted by applicable Law, each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If Upon the occurrence and during the continuation of any proceeding referred Insolvency Event, then and in any such event the Senior Creditors shall receive indefeasible payment in full of all amounts due or to become due (whether or not a Senior Default has occurred or the Senior Indebtedness has been declared due and payable prior to the date on which they would otherwise have become due and payable) on or in Section 3(arespect of all Senior Indebtedness (including post-petition debt) above is commenced by before Subordinated Creditor shall be entitled to receive any payment on account of principal of (or against premium, if any) or interest on or other amounts payable in respect of the Borrower,Subordinated Debt, and to that end, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Subordinated Debt, in connection with any Insolvency Event, shall be paid or delivered directly to Agent for the benefit of the Senior Creditors until the Senior Indebtedness shall have been indefeasibly paid in full.
(b) Upon the occurrence and during the continuation of any Insolvency Event:
(i) Xxxxxx Commercial Paper Inc., as The Required Lenders or Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are each hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(asubsection (a) to which they are entitled thereunder above and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it the Required Lenders or Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the AgentSenior Creditors hereunder or otherwise in respect of the Senior Indebtedness, and the LendersSubordinated Creditor hereby irrevocably appoints Agent as its attorney-in-fact for purposes of exercising the rights and authority granted to the Required Lenders or Agent under this clause (i); provided that if the Required Lenders or Agent take such action, all proceeds shall first be applied to the Representatives payment of costs and expenses of the Senior Creditors hereunderunder this Agreement, then to the pro rata indefeasible payment in full of the Senior Indebtedness, and any surplus proceeds remaining thereafter shall be paid over to whomsoever may be lawfully entitled thereto; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Required Lenders or Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives Agent such documents powers of attorney, assignments, or other instruments as Xxxxxx Commercial Paper Inc., as the Required Lenders or Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives them to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, Debt and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(bc) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsover, in the same form as so received (with any necessary indorsement) endorsement), to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.
(cd) Xxxxxx Commercial Paper Inc., as The Required Lenders or Agent for the Lenders, and the Senior Creditors or their Representatives are each hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it. Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agent or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsLenders, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc.Citibank, N.A., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreements.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may reasonably deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Administrative Agent or the Lenders, the Representatives and the Senior Creditors hereunderSecured Parties; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Secured Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsSecured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as the Administrative Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor MCTC agrees as follows:
A. Upon any distribution of all or any of the assets of Mississippi One to its creditors upon the dissolution, winding up, liquidation, arrangement or reorganization of Mississippi One, whether in any bankruptcy, insolvency, arrangement, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of Mississippi One or otherwise, any payment or distribution of any kind (awhether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be paid or delivered directly to CoBank for application (in the case of cash) to or as collateral (in the case of non-cash xroperty or securities) for the payment or prepayment of the CoBank Debt until the CoBank Debt shall have been paid in full.
B. If any proceeding referred to in Section 3(a) Clause A above is commenced by or against Mississippi One after the Borrower,
date hereof, (i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are CoBank is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor or otherwiseMCTC), but shall have no obligation, to demand, xxx forsue xxx, collect and receive every payment or distribution referred to in Section 3(a) to which they are entitled thereunder Clause A above and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the its rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
and (ii) the Subordinated Creditor MCTC shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives CoBank may request (Aa) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors CoBank and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, ; (Bb) to execute and deliver to Xxxxxx Commercial Paper Inc.CoBank such powers of attorney, assignments or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives it may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, ; and (Cc) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) C. All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary MCTC prior to the provisions payment or prepayment in full of this Agreement the CoBank Debt shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsCoBank, shall be segregated from other funds and property held by the Subordinated Creditor MCTC and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, CoBank in the same form as so received (with any necessary indorsementendorsement) to be applied (in the case of cash) to, to or held as collateral (in the case of non-cash property or securities) for, for the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsCoBank Debt.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
Samples: Act of Subordination (Mercury Inc)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:Notwithstanding the prohibition against the initiation, commencement or maintenance of any Proceeding with respect to Borrower or any Issuer, if any such Proceeding with respect to Borrower or any Issuer is nevertheless pending and not dismissed,
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Senior Lien Holder and the Senior Creditors, acting directly or through one or more Representatives, FSA are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor Junior Lien Holder or otherwise), but shall have no obligation, to demand, xxx forsue xxx, collect and receive every payment or distribution referred to in Section 3(aSections 1.2(a) to which they are entitled thereunder through 1.2(d), inclusive, and give acquittance therefor and and, in the event Junior Lien Holder has failed to file a claim or proof of claim prior to the 30th day preceding any bar date or other date fixed as the last day for the filing of such claims or proofs of claim, to file claims and proofs of claim and take such other action (includingaction. Junior Lien Holder hereby irrevocably appoints Senior Lien Holder and FSA, without limitationas such Junior Lien Xxxxxx'x xxxorney-in-fact, voting with full power in the Affiliate Subordinated Debt pro rata according place and stead of such Junior Lien Holder and in the name of such Junior Lien Holder, Senior Lien Holder or FSA, or otherwise, from time to the principal amount of the Obligations then owed by the Borrower time, in Senior Lien Xxxxxx'x xx FSA's discretion to each of the Lenders and the Senior Creditors take any action, execute any instrument or enforcing other document in connection with any Proceeding or enforce any security interest or other lien on the Subordinated Collateral securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; andto Junior Lien Holder;
(iib) the Subordinated Creditor Junior Lien Holder shall duly and promptly take such reasonable action (other than any action to commence or maintain a Proceeding) as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the any Senior Creditors Lien Holder or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives FSA may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.Collateral; and
(c) Xxxxxx Commercial Paper Inc.Notwithstanding any other provision hereof, as Agent for Junior Lien Holder hereby agrees that any credit extended by Senior Lien Holder or FSA to Borrower or any Issuer or any refinancing arrangement of the Lenders, Original Underlying Transactions consented to by FSA and the Senior Creditors Lien Holder (whether or their Representatives are hereby authorized not in connection with such Proceeding) shall be entitled to seek specific performance all the priorities, preferences and benefits of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (National Auto Finance Co Inc)
In Furtherance of Subordination. The Subordinated Creditor agrees Holders agree as follows:
(a) If any bankruptcy, reorganization, insolvency, receivership or similar proceeding referred relating to in Section 3(a) above the Company or its property is commenced by or against the Borrower,
commenced, (i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors, acting directly or through one or more Representatives, Indebtedness are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor each Holder or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution referred with respect to in Section 3(a) to which they are entitled thereunder the TRA Rights and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, including voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors TRA Rights or enforcing any security interest or other lien securing payment of the Affiliate Subordinated DebtTRA Rights) as it they may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives any such Holder of Senior Indebtedness; and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor each Holder shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors or their Representatives Indebtedness may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt TRA Rights for the account of the Lenders and the holders of Senior Creditors Indebtedness and to file appropriate claims or proofs of or claim in respect of the Subordinated DebtTRA Rights, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the holders of Senior Indebtedness such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the holders of Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Indebtedness may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the holders of Senior Creditors or their Representatives Indebtedness to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated DebtTRA Rights, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsTRA Rights.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt TRA Rights which are received by the Subordinated Creditor any Holder contrary to the provisions of this Agreement ARTICLE IX shall be received in trust for the benefit of the Lenders and the holders of Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsIndebtedness, shall be segregated from other funds and property held by the Subordinated Creditor such Xxxxxx and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account holders of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Indebtedness in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsIndebtedness.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the The holders of Senior Creditors or their Representatives Indebtedness are hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to itof this ARTICLE IX, at any time when the Subordinated Creditor any Holder shall have failed to comply with any of the provisions of this Agreement ARTICLE IX applicable to it. Each Holder hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
(d) In any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, to the extent permitted by applicable law, the holders of Senior Indebtedness shall have the exclusive right to exercise any voting rights in respect of the claims of any Holder against the Company with respect to the TRA Rights.
(e) If, at any time, all or part of any payment with respect to any of the Senior Indebtedness theretofore made (whether by the Company or any other Person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned by any of the holders of Senior Indebtedness for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Company or such other Persons), the subordination provisions set forth in this ARTICLE IX shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(f) None of the Holders shall object to any claim or motion for relief from the automatic stay filed by any holder of Senior Indebtedness or to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations, debtor-in-possession financing arrangement, credit bid, sale or similar stipulations or agreement executed by (or consented to by) the holders of Senior Indebtedness in any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:Notwithstanding the prohibition against the initiation, commencement or maintenance of any Proceeding with respect to Borrower or any Issuer, if any such Proceeding with respect to Borrower or any Issuer is nevertheless pending and not dismissed,
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, The Senior Lien Holders and the Senior Creditors, acting directly or through one or more Representatives, FSA are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor any Junior Lien Holder or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(aSections 1.2(a) to which they are entitled thereunder through 1.2(d), inclusive, and give acquittance therefor and and, in the event any Junior Lien Holder has failed to file a claim or proof of claim prior to the 30th day preceding any bar date or other date fixed as the last day for the filing of such claims or proofs of claim, to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and action. Each Junior Lien Holder hereby irrevocably appoints the Senior Creditors Lien Holders and FSA, as such Junior Xxxx Xxxxxx'x attorney-in-fact, with full power in the place and stead of such Junior Lien Holder and in the name of such Junior Lien Holder, the Senior Lien Holders or enforcing FSA, or otherwise, from time to time, in the Senior Lien Holders' or FSA's discretion to take any action, execute any instrument or other document in connection with any Proceeding or enforce any security interest or other lien on the Borrower Collateral securing payment to Junior Lien Holder. Each Senior Lien Holder or FSA shall give the Administrative Agent prior written notice of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or its use of such power of attorney in each action of enforcement of any security interest or other lien on the Borrower Collateral securing payment to Junior Lien Holder, PROVIDED that the failure to deliver any such notice shall not affect the validity of the rights or interests such use of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; andsuch power of attorney;
(iib) the Subordinated Creditor Each Junior Lien Holder shall duly and promptly take such reasonable action (other than any action to commence or maintain a Proceeding) as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the any Senior Creditors Lien Holders or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives FSA may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon in a proceeding or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.Collateral; and
(c) Xxxxxx Commercial Paper Inc.Notwithstanding any other provision hereof, as Agent for each Junior Lien Holder hereby agrees that any credit extended by the Lenders, Senior Lien Holders or FSA to Borrower or any Issuer or any refinancing arrangement of the Original Underlying Transactions consented to by FSA and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, Lien Holders (whether or not in connection with such Proceeding) shall be entitled to all the Borrower shall have complied with any of the provisions hereof applicable to itpriorities, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions preferences and benefits of this Agreement applicable to itSubordination Agreement, provided that Subsequent Reinsurance (as defined in the RCCA Agreement) shall not constitute any such credit or refinancing agreement.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Americredit Corp)
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2.2(a) above is commenced by or against the BorrowerDebtor,
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Xxxxx Lender is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor or otherwiseJunior Lender), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in Section 3(a2.2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors Xxxxx Lender hereunder; and
(ii) the Subordinated Creditor Junior Lender shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc.Xxxxx Lender may reasonably request, as Agent for at the Lenders, and the Senior Creditors or their Representatives may request expense of Xxxxx Lender (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors Xxxxx Lender and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Xxxxx Lender such powers of attorney, assignments, or other instruments as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Xxxxx Lender may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Xxxxx Lender to enforce any and all claims with respect to, and any security interests and other liens securing payment of, to the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor Junior Lender contrary to the provisions of this Agreement Article shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior CreditorsXxxxx Lender, shall be segregated from other funds and property held by the Subordinated Creditor Junior Lender and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Xxxxx Lender in the same form as so received (with any any, necessary indorsementendorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash noncash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsXxxxx Indebtedness.
(c) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
In Furtherance of Subordination. The Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a) above is commenced by or against the Borrower,
(i) Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are hereby irrevocably authorized and empowered (in their own names or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every payment or distribution xxxtribution referred to in Section 3(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and the Senior Creditors hereunder; and
(ii) the Subordinated Creditor shall duly and promptly take such reasonable action actions as Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders and the Senior Creditors or the Representatives may request (A) to permit Citibank, as Agent of the Lenders, and the Senior Creditors or their Representatives may request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc.Citibank, as Agents for the Lenders and the Senior Creditors or the Representatives may reasonably request in order to enable Citibank, as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to enforce any and all claims with respect to, and any security interests interest and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by the Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations in accordance with the terms of the Credit Agreements Agreement and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditors.
(c) Xxxxxx Commercial Paper Inc.Citibank, as Agent for the Lenders, and the Senior Creditors or their Representatives are hereby authorized to seek specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to it.
Appears in 1 contract
Samples: Credit Agreement (Southern Power Co)
In Furtherance of Subordination. The Each Subordinated Creditor agrees as follows:
(a) If any proceeding referred to in Section 3(a2(a) above is commenced by or against the Borrowerany Obligor,
(i) Xxxxxx Commercial Paper Inc., as each Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are is hereby irrevocably authorized and empowered (in their its own names name or in the name of the each Subordinated Creditor or otherwise), but shall have no obligation, to demand, xxx sxx for, collect and receive every payment or distribution referred to in Section 3(a2(a) to which they are entitled thereunder and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, Agents and/or the Lenders, the Representatives and the Senior Creditors Lenders hereunder; and
(ii) the each Subordinated Creditor shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as any Agent for the Lenders, and the Senior Creditors or their Representatives may reasonably request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders Agents and of the Senior Creditors other Secured Parties and to file appropriate claims or proofs of or claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc.the Agents such powers of attorney, assignments, or other instruments as the Agent for the Lenders, and to the Senior Creditors or their Representatives such documents as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Agents to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Lenders Agents and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditorsother Secured Parties, shall be segregated from other funds and property held by the such Subordinated Creditor and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, Agents for the account of the Lenders, Agents and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, other Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations Senior Indebtedness in accordance with the terms of the applicable Credit Agreements and the Senior Debt Documents. Any portion of a payment or distribution received by a Lender or Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion of such payment or distribution shall be held in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders and Senior Creditors to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior CreditorsAgreement.
(c) Xxxxxx Commercial Paper Inc., as Each Agent for the Lenders, and the Senior Creditors or their Representatives are is hereby authorized to seek demand specific performance of this Intercompany Subordination Agreement, whether or not the Borrower any Obligor shall have complied with any of the provisions hereof applicable to it, at any time when the any applicable Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)
In Furtherance of Subordination. The Each of the Subordinated Creditor agrees as follows------------------------------- Creditors agrees, in furtherance of the rights of the Senior Creditors set forth in Section 2, that:
(a) If any proceeding referred to in Section 3(a) above Insolvency Event is commenced by or against the Borrower,:
(i) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors, acting directly or through one or more Representatives, are Representative is hereby irrevocably authorized and empowered (in their its own names name or in the name of the Subordinated Creditor Creditors or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred otherwise payable to in Section 3(a) to which they are entitled thereunder the Subordinated Creditors on account of the Subordinated Debt following an Insolvency Event and give acquittance therefor therefor, and to file claims and proofs of claim and take such other action (including, without limitation, voting the Affiliate Subordinated Debt pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors or enforcing any security interest or other lien securing payment of the Affiliate Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent, the Lenders, the Representatives and any of the Senior Creditors hereunderunder this Agreement; and
(ii) the Subordinated Creditor Creditors shall duly and promptly take such reasonable action as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Representative may from time to time request (A) to permit Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives to collect the Subordinated Debt for the account of the Lenders and the Senior Creditors and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (B) to execute and deliver to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and to the Senior Creditors Representative such powers of attorney, assignments, or their Representatives such documents other instruments as Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or the Representatives Representative may reasonably request in order to enable Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the Senior Creditors or their Representatives Representative to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, Debt and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, which payments and distributions shall be distributed pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors.
(b) All payments or distributions upon or with respect to the Affiliate Subordinated Debt which are received by the Subordinated Creditor Creditors contrary to the provisions of this Agreement shall be received in trust for the benefit of the Lenders and the Senior Creditors pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, shall be segregated from other funds and property held by of the Subordinated Creditor Creditors and shall be forthwith paid over to Xxxxxx Commercial Paper Inc., as Agent for the Lenders, for the account of the Lenders, and to the Senior Creditors or their Representatives pro rata according to the principal amount of the Obligations then owed by the Borrower to each of the Lenders and the Senior Creditors, Representative in the same form as so received (with any necessary indorsement) to be applied for the account of (i) the Secured Parties (or the successors thereto) for application (in the case of cash) to, or held as collateral (in the case of non-cash noncash property or securities) for, the payment or prepayment of the Senior Secured Obligations owed to the applicable Senior Creditors until such Senior Secured Obligations shall have been paid in accordance with full, and (y) the terms other Senior Creditors for application in the same manner for the payment or prepayment of the Credit Agreements and remaining Senior Obligations owed to the other Senior Creditors until such remaining Senior Obligations shall have been paid in full.
(c) To the extent that any of the Subordinated Creditors, the Borrower or any of its Subsidiaries or any other guarantor of or provider of collateral for the Senior Debt Documents. Any Obligations makes any payment on the Senior Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereinafter referred to as a "Voided Payment"), then to -------------- the extent of such Voided Payment, that portion of a payment or distribution the Senior Obligations that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. To the extent that the Subordinated Creditors shall have received by a Lender or any payments subsequent to the date of the Senior Creditor (or by the Agent or a Representative) which is in excess of its pro rata portion Creditors' initial receipt of such payment Voided Payment and such payments have not been invalidated, declared to be fraudulent or distribution preferential or set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, the Subordinated Creditors shall be held obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust by such Lender or Senior Creditor (or Agent or Representative) for the benefit of the other Lenders Senior Creditors, and the Subordinated Creditors hereby agrees to pay to the Senior Representative, upon demand, the full amount so received by the Subordinated Creditors during such period of time to the extent necessary fully to restore to the Senior Creditors the amount of such Voided Payment to be paid promptly to the other Lenders and Senior Creditors (or to the Agent and the Representatives on behalf of such Lenders and Senior Creditors) pro rata according to the principal amount of the Obligations then owed by the Borrower to each of such Lenders and Senior Creditorsapplied as set forth in Section 3(b).
(cd) Xxxxxx Commercial Paper Inc., as Agent for the Lenders, and the The Senior Creditors or their Representatives are Representative is hereby authorized to seek demand specific performance of this Agreement, whether or not the Borrower shall have complied with any of the provisions hereof applicable to it, at any time when the Subordinated Creditor Creditors shall have failed to comply with any of the provisions of this Agreement applicable to it. The Subordinated Creditors hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance set forth in this Section 3(d).
(e) The Subordinated Creditors shall not have or claim any Lien in or on any property or assets of the Borrower, whether now or hereafter existing, except in furtherance of the execution or levy upon any judgment which the Subordinated Creditors is permitted to obtain hereunder and, in all such cases, subject to the provisions of this Agreement.
(f) Each of the Subordinated Creditors hereby agrees, with respect to the Senior Obligations and any and all of the Collateral therefor, that the Borrower and the Secured Parties may agree to amend, waive, supplement or otherwise modify the terms or conditions of any of the Senior Obligations, and the Senior Creditors (or any portion of them) may grant extensions of the time of payment or performance of and make compromises in respect of, any or all of the Senior Secured Obligations (including, without limitation, releases of collateral of, and settlements with, the Borrower, any of the other Loan Parties or any of the other guarantors, sureties or providers of collateral security for the Senior Obligations) and the agreements, instruments and other documents related thereto, in each case without the consent of the Subordinated Creditors and without affecting any of the agreements or obligations of the Subordinated Creditors or the Borrower contained in this Agreement. Without the necessity of any reservation of rights against or any notice to or assent by the Subordinated Creditors, any demand for payment of any of the Senior Obligations may be rescinded, in whole or in part, and any of the Senior Obligations may be continued or extended, and the Senior Creditors may exercise or refrain from exercising any rights and remedies against the Borrower or any other Loan Party and the collateral therefor, all without impairing, abridging, releasing or affecting the subordination provisions or any of the other agreements or obligations of the Subordinated Creditors or the Borrower contained in this Agreement. Nothing in this Agreement shall be construed to create or impose upon the Senior Representative or any of the other Senior Creditors any fiduciary duty to the Subordinated Creditors or any other implied obligation to act or refrain from acting with respect to the Borrower, any of the other Loan Parties or the collateral therefor, or with respect to any of the Senior Obligations in any manner that is contrary to what the Senior Representative and the Senior Creditors may determine from time to time is in its or their own interests.
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Samples: Intercompany Subordination Agreement (Iron Age Corp)